This Data Processing Amendment reflects the parties’ agreement with respect to
the terms governing the processing and security of Customer Data under the applicable
Agreement.

2. Definitions.

2.1. Capitalized terms used but not defined in this Data Processing Amendment
have the meanings given elsewhere in the applicable Agreement. In this Data
Processing Amendment, unless stated otherwise:

“Additional Products” means
products, services and applications that are not part of the Services but that
may be accessible, via the Admin Console or otherwise, for use with the Services.

“Additional Security
Controls” means security resources, features, functionality
and/or controls that Customer may use at its option and/or as it determines.
“Additional Security Controls” may include the Admin Console and other features
and functionality of the Services such as two factor authentication, security key
enforcement and monitoring capabilities.

“Advertising” means online
advertisements displayed by Google to End Users, excluding any advertisements
Customer expressly chooses to have Google or any of its Affiliates display in
connection with the Services under a separate agreement (for example, Google
AdSense advertisements implemented by Customer on a website created by Customer
using any Google Sites functionality within the Services).

“Affiliate” means any entity
controlling, controlled by, or under common control with a party, where “control”
is defined as: (a) the ownership of at least fifty percent (50%) of the equity or
beneficial interests of the entity; (b) the right to vote for or appoint a
majority of the board of directors or other governing body of the entity; or (c)
the power to exercise a controlling influence over the management or policies of
the entity.

“Agreed Liability Cap” means
the maximum monetary or payment-based amount at which a party’s liability is
capped under the applicable Agreement, either per annual period or event giving
rise to liability, as applicable.

“Alternative Transfer
Solution” means a solution, other than the Model Contract
Clauses, that enables the lawful transfer of personal data to a third country in
accordance with Article 45 or 46 of the GDPR (for example, the EU-U.S. Privacy
Shield).

"Amendment Effective Date”
means the date on which Customer accepted, or the parties otherwise agreed to,
this Data Processing Amendment.

“Complementary Product
Agreement” means: a Cloud Identity Agreement or other agreement
under which Google agrees to provide identity services as such to Customer; Hire
Agreement; or other agreement that incorporates this Data Processing Amendment by
reference or states that it will apply if accepted by Customer.

“Complementary Product Services
Summary” means the then-current description of the services
provided under a Complementary Product Agreement, as set out in the applicable
Agreement.

“Customer Data” means data
submitted, stored, sent or received via the Services by Customer, its Affiliates
or End Users.

“Data Incident” means a
breach of Google’s security leading to the accidental or unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to, Customer Data on
systems managed by or otherwise controlled by Google. “Data Incidents” will not
include unsuccessful attempts or activities that do not compromise the security
of Customer Data, including unsuccessful log-in attempts, pings, port scans,
denial of service attacks, and other network attacks on firewalls or networked
systems.

“Domain” means the primary
domain and any secondary domains managed together by Customer within a single
instance of the Admin Console.

“Full Activation Date” means:
(a) if this Data Processing Amendment is automatically incorporated into the
applicable Agreement, the Amendment Effective Date; or (b) if Customer accepted
or the parties otherwise agreed to this Data Processing Amendment, the eighth day
after the Amendment Effective Date.

“GDPR” means Regulation (EU)
2016/679 of the European Parliament and of the Council of 27 April 2016 on the
protection of natural persons with regard to the processing of personal data and
on the free movement of such data, and repealing Directive 95/46/EC.

“Google’s Third Party
Auditor” means a Google-appointed, qualified and independent
third party auditor, whose then-current identity Google will disclose to
Customer.

“G Suite Agreement” means:
one or more Order Form(s) specifying that Google will provide any services
described in the G Suite Services Summary under a Master Agreement, combined with
a set of General Terms and a G Suite Services Schedule; a G Suite Agreement; a G
Suite for Education Agreement; a Google Apps for Work Agreement; a Google Apps
Enterprise Agreement; a Google Apps for Business Agreement; a Google Apps for
Education Agreement; a Via Reseller version of any of the foregoing agreements;
or any other agreement under which Google agrees to provide any services
described in the G Suite Services Summary to Customer.

“G Suite Services Summary”
means the then-current description of the G Suite services (including related
editions), as set out at https://gsuite.google.com/terms/user_features.html
(as may be updated by Google from time to time in accordance with the G Suite
Agreement).

“Model Contract Clauses” or
“MCCs” means the standard data protection clauses for the transfer of personal
data to processors established in third countries which do not ensure an adequate
level of data protection, as described in Article 46 of the GDPR.

“Non-European Data Protection
Legislation” means data protection or privacy legislation in
force outside the European Economic Area and Switzerland.

“Notification Email Address”
means the email address(es) designated by Customer in the Admin Console or the
Order Form to receive certain notifications from Google.

“Security Documentation”
means all documents and information made available by Google under Section 7.5.1
(Reviews of Security Documentation).

“Security Measures” has the
meaning given in Section 7.1.1 (Google’s Security Measures).

“Services” means the
following services, as applicable: (a) the Core Services for G Suite, as
described in the G Suite Services Summary; (b) the Other Services for G Suite, as
described in the G Suite Services Summary; and/or (c) the services described in
the Complementary Product Services Summary. For clarity, in relation to G Suite,
the Services exclude Google+ to the extent it is used to share content or
interact with any persons outside an End User’s G Suite Domain, and exclude any
“other add-on services” described in the G Suite Services Summary.

“SOC 2 Report” means a
confidential Service Organization Control (SOC) 2 Report (or a comparable report)
on Google’s systems examining logical security controls, physical security
controls, and system availability, as produced by Google’s Third Party Auditor in
relation to the Audited Services.

“SOC 3 Report” means a
Service Organization Control (SOC) 3 Report (or a comparable report), as produced
by Google’s Third Party Auditor in relation to the Audited Services.

“Subprocessors” means third
parties authorized under this Data Processing Amendment to have logical access to
and process Customer Data in order to provide parts of the Services and related
technical support.

“Term” means the period from
the Amendment Effective Date until the end of Google’s provision of the Services
under the applicable Agreement, including, if applicable, any period during which
provision of the Services may be suspended and any post-termination period during
which Google may continue providing the Services for transitional purposes.

2.2. The terms “personal data”, “data subject”, “processing”, “controller”,
“processor” and “supervisory authority” as used in this Data Processing Amendment
have the meanings given in the GDPR, and the terms “data importer” and “data
exporter” have the meanings given in the Model Contract Clauses, in each case
irrespective of whether the European Data Protection Legislation or Non-European Data
Protection Legislation applies.

3. Duration of Data Processing
Amendment. This Data Processing Amendment will take effect on the
Amendment Effective Date and, notwithstanding expiry of the Term, remain in effect until,
and automatically expire upon, deletion of all Customer Data by Google as described in
this Data Processing Amendment.

4. Scope
of Data Protection Legislation.

4.1 Application of European Legislation. The
parties acknowledge and agree that the European Data Protection Legislation will
apply to the processing of Customer Personal Data if, for example:

(a) the processing is carried out in the context of the activities of an
establishment of Customer in the territory of the EEA; and/or

(b) the Customer Personal Data is personal data relating to data subjects who
are in the EEA and the processing relates to the offering to them of goods or
services in the EEA or the monitoring of their behaviour in the EEA.

4.2 Application of Non-European Legislation. The
parties acknowledge and agree that Non-European Data Protection Legislation may also
apply to the processing of Customer Personal Data.

4.3 Application of Data Processing Amendment.
Except to the extent this Data Processing Amendment states otherwise, the terms of
this Data Processing Amendment will apply irrespective of whether the European Data
Protection Legislation or Non-European Data Protection Legislation applies to the
processing of Customer Personal Data.

5. Processing of
Data.

5.1 Roles and Regulatory Compliance;
Authorization.

5.1.1. Processor and Controller
Responsibilities. If the European Data Protection Legislation applies to the
processing of Customer Personal Data, the parties acknowledge and agree that:

(a) the subject matter and details of the processing are described in
Appendix 1;

(b) Google is a processor of that Customer Personal Data under the European
Data Protection Legislation;

(c) Customer is a controller or processor, as applicable, of that Customer
Personal Data under the European Data Protection Legislation; and

(d) each party will comply with the obligations applicable to it under the
European Data Protection Legislation with respect to the processing of that
Customer Personal Data.

5.1.2. Authorization by Third Party Controller.
If the European Data Protection Legislation applies to the processing of Customer
Personal Data and Customer is a processor, Customer warrants to Google that
Customer’s instructions and actions with respect to that Customer Personal Data,
including its appointment of Google as another processor, have been authorized by
the relevant controller.

5.1.3. Responsibilities under Non-European
Legislation. If Non-European Data Protection Legislation applies to either
party’s processing of Customer Personal Data, the parties acknowledge and agree
that the relevant party will comply with any obligations applicable to it under
that legislation with respect to the processing of that Customer Personal Data.

5.2 Scope of Processing.

5.2.1 Customer’s Instructions. By entering into
this Data Processing Amendment, Customer instructs Google to process Customer
Personal Data only in accordance with applicable law: (a) to provide the Services
and related technical support; (b) as further specified via Customer’s use of the
Services (including the Admin Console and other functionality of the Services) and
related technical support; (c) as documented in the form of the applicable
Agreement, including this Data Processing Amendment; and (d) as further documented
in any other written instructions given by Customer and acknowledged by Google as
constituting instructions for purposes of this Data Processing Amendment.

5.2.2 Google’s Compliance with Instructions. As
from the Full Activation Date (at the latest), Google will comply with the
instructions described in Section 5.2.1 (Customer’s Instructions) (including with
regard to data transfers) unless EU or EU Member State law to which Google is
subject requires other processing of Customer Personal Data by Google, in which
case Google will inform Customer (unless that law prohibits Google from doing so on
important grounds of public interest) via the Notification Email Address. For
clarity, Google will not process Customer Personal Data for Advertising purposes or
serve Advertising in the Services.

5.3. Additional Products. If
Google at its option makes any Additional Products available to Customer in
accordance with the Additional Product Terms, and if Customer opts to install or use
those Additional Products, the Services may allow those Additional Products to access
Customer Personal Data as required for the interoperation of the Additional Products
with the Services. For clarity, this Data Processing Amendment does not apply to the
processing of personal data in connection with the provision of any Additional
Products installed or used by Customer, including personal data transmitted to or
from such Additional Products. Customer may use the functionality of the Services to
enable or disable Additional Products, and is not required to use Additional Products
in order to use the Services.

6. Data
Deletion.

6.1. Deletion During Term. Google
will enable Customer and/or End Users to delete Customer Data during the applicable
Term in a manner consistent with the functionality of the Services. If Customer or an
End User uses the Services to delete any Customer Data during the applicable Term and
the Customer Data cannot be recovered by Customer or an End User (such as from the
“trash"), this use will constitute an instruction to Google to delete the relevant
Customer Data from Google’s systems in accordance with applicable law. Google will
comply with this instruction as soon as reasonably practicable and within a maximum
period of 180 days, unless EU or EU Member State law requires storage.

6.2. Deletion on Term Expiry.
Subject to Section 6.3 (Deferred Deletion Instruction), on expiry of the applicable
Term Customer instructs Google to delete all Customer Data (including existing
copies) from Google’s systems in accordance with applicable law. Google will comply
with this instruction as soon as reasonably practicable and within a maximum period
of 180 days, unless EU or EU Member State law requires storage. Without prejudice to
Section 9.1 (Access; Rectification; Restricted Processing; Portability), Customer
acknowledges and agrees that Customer will be responsible for exporting, before the
applicable Term expires, any Customer Data it wishes to retain afterwards.

6.3. Deferred Deletion
Instruction. To the extent any Customer Data covered by the deletion
instruction described in Section 6.2 (Deletion on Term Expiry) is also processed,
when the applicable Term under Section 6.2 expires, in relation to an Agreement with
a continuing Term, such deletion instruction will only take effect with respect to
such Customer Data when the continuing Term expires. For clarity, this Data
Processing Amendment will continue to apply to such Customer Data until its deletion
by Google.

7. Data
Security.

7.1. Google’s Security Measures, Controls and
Assistance.

7.1.1. Google’s Security Measures. Google will
implement and maintain technical and organizational measures to protect Customer
Data against accidental or unlawful destruction, loss, alteration, unauthorized
disclosure or access as described in Appendix 2 (the “Security Measures”). As described in Appendix
2, the Security Measures include measures to encrypt personal data; to help
ensure ongoing confidentiality, integrity, availability and resilience of
Google’s systems and services; to help restore timely access to personal data
following an incident; and for regular testing of effectiveness. Google may
update or modify the Security Measures from time to time provided that such
updates and modifications do not result in the degradation of the overall
security of the Services.

7.1.2. Security Compliance by Google Staff.
Google will take appropriate steps to ensure compliance with the Security
Measures by its employees, contractors and Subprocessors to the extent applicable
to their scope of performance, including ensuring that all persons authorized to
process Customer Personal Data have committed themselves to confidentiality or
are under an appropriate statutory obligation of confidentiality.

7.1.3. Additional Security Controls. In
addition to the Security Measures, Google will make the Additional Security
Controls available to: (a) allow Customer to take steps to secure Customer Data;
and (b) provide Customer with information about securing, accessing and using
Customer Data.

7.1.4. Google’s Security Assistance. Customer
agrees that Google will (taking into account the nature of the processing of
Customer Personal Data and the information available to Google) assist Customer
in ensuring compliance with any of Customer’s obligations in respect of security
of personal data and personal data breaches, including if applicable Customer’s
obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:

(b) making the Additional Security Controls available to Customer in
accordance with Section 7.1.3 (Additional Security Controls);

(c) complying with the terms of Section 7.2 (Data Incidents); and

(d) providing Customer with the Security Documentation in accordance with
Section 7.5.1 (Reviews of Security Documentation) and the information contained
in the applicable Agreement including this Data Processing Amendment.

7.2.2. Details of Data Incident. Notifications
made pursuant to this section will describe, to the extent possible, details of the
Data Incident, including steps taken to mitigate the potential risks and steps
Google recommends Customer take to address the Data Incident.

7.2.3. Delivery of Notification. Notification(s)
of any Data Incident(s) will be delivered to the Notification Email Address or, at
Google’s discretion, by direct communication (for example, by phone call or an
in-person meeting). Customer is solely responsible for ensuring that the
Notification Email Address is current and valid.

7.2.4. No Assessment of Customer Data by Google.
Google will not assess the contents of Customer Data in order to identify
information subject to any specific legal requirements. Without prejudice to
Google’s obligations under this Section 7.2 (Data Incidents), Customer is solely
responsible for complying with incident notification laws applicable to Customer
and fulfilling any third party notification obligations related to any Data
Incident(s).

7.2.5. No Acknowledgement of Fault by Google.
Google’s notification of or response to a Data Incident under this Section 7.2
(Data Incidents) will not be construed as an acknowledgement by Google of any fault
or liability with respect to the Data Incident.

(a) Customer is solely responsible for its use of the Services, including:

(i) making appropriate use of the Services and the Additional Security
Controls to ensure a level of security appropriate to the risk in respect of
the Customer Data;

(ii) securing the account authentication credentials, systems and devices
Customer uses to access the Services; and

(iii) retaining copies of its Customer Data as appropriate; and

(b) Google has no obligation to protect copies of Customer Data that Customer
elects to store or transfer outside of Google’s and its Subprocessors’ systems
(for example, offline or on-premise storage), or to protect Customer Data by
implementing or maintaining Additional Security Controls except to the extent
Customer has opted to use them.

7.3.2. Customer’s Security Assessment.

(a) Customer is solely responsible for reviewing the Security Documentation
and evaluating for itself whether the Services, the Security Measures, the
Additional Security Controls and Google’s commitments under this Section 7 (Data
Security) will meet Customer’s needs, including with respect to any security
obligations of Customer under the European Data Protection Legislation and/or
Non-European Data Protection Legislation, as applicable.

(b) Customer acknowledges and agrees that (taking into account the state of
the art, the costs of implementation and the nature, scope, context and purposes
of the processing of Customer Personal Data as well as the risks to individuals)
the Security Measures implemented and maintained by Google as set out in Section
7.1.1 (Google’s Security Measures) provide a level of security appropriate to the
risk in respect of the Customer Data.

7.4. Security Certifications and
Reports. Google will do the following to evaluate and help ensure the
continued effectiveness of the Security Measures:

(a) maintain the ISO 27001 Certification, the ISO 27017 Certification and the
ISO 27018 Certification; and

(b) update the SOC 2 Report and SOC 3 Report at least once every 18 months.

7.5. Reviews and Audits of
Compliance.

7.5.1. Reviews of Security Documentation. In
addition to the information contained in the applicable Agreement including this
Data Processing Amendment, Google will make available for review by Customer the
following documents and information to demonstrate compliance by Google with its
obligations under this Data Processing Amendment:

(a) the certificates issued in relation to the ISO 27001 Certification, the
ISO 27017 Certification and the ISO 27018 Certification;

(b) the then-current SOC 3 Report; and

(c) the then-current SOC 2 Report, following a request by Customer in
accordance with Section 7.5.3(a).

7.5.2. Customer’s Audit Rights.

(a) If the European Data Protection Legislation applies to the processing of
Customer Personal Data, Google will allow Customer or an independent auditor
appointed by Customer to conduct audits (including inspections) to verify
Google’s compliance with its obligations under this Data Processing Amendment in
accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).
Google will contribute to such audits as described in Section 7.4 (Security
Certifications and Reports) and this Section 7.5 (Reviews and Audits of
Compliance).

(b) If Customer has entered into Model Contract Clauses as described in
Section 10.2 (Transfers of Data Out of the EEA), Google will, without prejudice
to any audit rights of a supervisory authority under such Model Contract Clauses,
allow Customer or an independent auditor appointed by Customer to conduct audits
as described in the Model Contract Clauses in accordance with Section 7.5.3
(Additional Business Terms for Reviews and Audits).

(c) Customer may also conduct an audit to verify Google’s compliance with its
obligations under this Data Processing Amendment by reviewing the Security
Documentation (which reflects the outcome of audits conducted by Google’s Third
Party Auditor).

7.5.3. Additional Business Terms for Reviews and
Audits.

(a) Customer must send any requests for reviews of the SOC 2 Report under
Section 7.5.1(c) or audits under Section 7.5.2(a) or 7.5.2(b) to Google’s Cloud
Data Protection Team as described in Section 12 (Cloud Data Protection Team;
Processing Records).

(b) Following receipt by Google of a request under Section 7.5.3(a), Google
and Customer will discuss and agree in advance on: (i) the reasonable date(s) of
and security and confidentiality controls applicable to any review of the SOC 2
Report under Section 7.5.1(c); and (ii) the reasonable start date, scope and
duration of and security and confidentiality controls applicable to any audit
under Section 7.5.2(a) or 7.5.2(b).

(c) Google may charge a fee (based on Google’s reasonable costs) for any
review of the SOC 2 Report under Section 7.5.1(c) and/or audit under Section
7.5.2(a) or 7.5.2(b). Google will provide Customer with further details of any
applicable fee, and the basis of its calculation, in advance of any such review
or audit. Customer will be responsible for any fees charged by any auditor
appointed by Customer to execute any such audit.

(d) Google may object in writing to an auditor appointed by Customer to
conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in
Google’s reasonable opinion, not suitably qualified or independent, a competitor
of Google, or otherwise manifestly unsuitable. Any such objection by Google will
require Customer to appoint another auditor or conduct the audit itself.

7.5.4. No Modification of MCCs. Nothing in this
Section 7.5 (Reviews and Audits of Compliance) varies or modifies any rights or
obligations of Customer or Google LLC under any Model Contract Clauses entered into
as described in Section 10.2 (Transfers of Data Out of the EEA).

8. Impact
Assessments and Consultations. Customer agrees that Google will (taking
into account the nature of the processing and the information available to Google) assist
Customer in ensuring compliance with any obligations of Customer in respect of data
protection impact assessments and prior consultation, including if applicable Customer’s
obligations pursuant to Articles 35 and 36 of the GDPR, by:

(a) providing the Additional Security Controls in accordance with Section 7.1.3
(Additional Security Controls) and the Security Documentation in accordance with
Section 7.5.1 (Reviews of Security Documentation); and

(b) providing the information contained in the applicable Agreement including
this Data Processing Amendment.

9. Data
Subject Rights; Data Export.

9.1. Access; Rectification; Restricted
Processing; Portability. During the applicable Term, Google will, in
a manner consistent with the functionality of the Services, enable Customer to
access, rectify and restrict processing of Customer Data, including via the deletion
functionality provided by Google as described in Section 6.1 (Deletion During Term),
and to export Customer Data.

9.2. Data Subject Requests.

9.2.1. Customer’s Responsibility for Requests.
During the applicable Term, if Google receives any request from a data subject in
relation to Customer Personal Data, Google will advise the data subject to submit
his/her request to Customer, and Customer will be responsible for responding to any
such request including, where necessary, by using the functionality of the
Services.

9.2.2. Google’s Data Subject Request Assistance.
Customer agrees that (taking into account the nature of the processing of Customer
Personal Data) Google will assist Customer in fulfilling any obligation to respond
to requests by data subjects, including if applicable Customer’s obligation to
respond to requests for exercising the data subject’s rights laid down in Chapter
III of the GDPR, by:

(b) complying with the commitments set out in Section 9.1 (Access;
Rectification; Restricted Processing; Portability) and Section 9.2.1 (Customer’s
Responsibility for Requests).

10. Data
Transfers.

10.1. Data Storage and Processing
Facilities. Customer agrees that Google may, subject to Section 10.2
(Transfers of Data Out of the EEA), store and process Customer Data in the United
States and any other country in which Google or any of its Subprocessors maintains
facilities.

10.2. Transfers of Data Out of the
EEA.

10.2.1. Google’s Transfer Obligations. If the
storage and/or processing of Customer Personal Data involves transfers of
Customer Personal Data out of the EEA and the European Data Protection
Legislation applies to the transfers of such data (“Transferred Personal Data”) under any Agreement, Google will,
in relation to Transferred Personal Data under all Agreements:

(a) if requested to do so by Customer, ensure that Google LLC as the data
importer of the Transferred Personal Data enters into Model Contract Clauses
with Customer as the data exporter of such data, and that the transfers are
made in accordance with such Model Contract Clauses; and/or

(b) offer an Alternative Transfer Solution, ensure that the transfers are
made in accordance with such Alternative Transfer Solution, and make
information available to Customer about such Alternative Transfer Solution.

(a) if under the European Data Protection Legislation Google reasonably
requires Customer to enter into Model Contract Clauses in respect of such
transfers, Customer will do so; and

(b) if under the European Data Protection Legislation Google reasonably
requires Customer to use an Alternative Transfer Solution offered by Google,
and reasonably requests that Customer take any action (which may include
execution of documents) strictly required to give full effect to such
solution, Customer will do so.

10.4 Disclosure of Confidential Information
Containing Personal Data. If Customer has entered into Model Contract
Clauses as described in Section 10.2 (Transfers of Data Out of the EEA), Google will,
notwithstanding any term to the contrary in the applicable Agreement, ensure that any
disclosure of Customer's Confidential Information containing personal data, and any
notifications relating to any such disclosures, will be made in accordance with such
Model Contract Clauses.

11. Subprocessors.

11.1. Consent to Subprocessor
Engagement. Customer specifically authorizes the engagement as
Subprocessors of: (a) those entities listed as of the Amendment Effective Date at the
URL specified in Section 11.2 (Information about Subprocessors); and (b) all other
Google Affiliates from time to time. In addition, Customer generally authorizes the
engagement as Subprocessors of any other third parties (“New Third Party Subprocessors”). If Customer has
entered into Model Contract Clauses as described in Section 10.2 (Transfers of Data
Out of the EEA), the above authorizations will constitute Customer’s prior written
consent to the subcontracting by Google LLC of the processing of Customer Data if
such consent is required under the Model Contract Clauses.

(i) the Subprocessor only accesses and uses Customer Data to the extent
required to perform the obligations subcontracted to it, and does so in
accordance with the applicable Agreement (including this Data Processing
Amendment) and any Model Contract Clauses entered into or Alternative Transfer
Solution adopted by Google as described in Section 10.2 (Transfers of Data Out of
the EEA); and

(ii) if the GDPR applies to the processing of Customer Personal Data, the
data protection obligations set out in Article 28(3) of the GDPR, as described in
this Data Processing Amendment, are imposed on the Subprocessor; and

(b) remain fully liable for all obligations subcontracted to, and all acts and
omissions of, the Subprocessor.

11.4. Opportunity to Object to Subprocessor
Changes.

(a) When any New Third Party Subprocessor is engaged during the applicable
Term, Google will, at least 30 days before the New Third Party Subprocessor
processes any Customer Data, inform Customer of the engagement (including the
name and location of the relevant subprocessor and the activities it will
perform) by sending an email to the Notification Email Address.

(b) Customer may object to any New Third Party Subprocessor by terminating
the applicable Agreement immediately upon written notice to Google, on condition
that Customer provides such notice within 90 days of being informed of the
engagement of the subprocessor as described in Section 11.4(a). This termination
right is Customer’s sole and exclusive remedy if Customer objects to any New
Third Party Subprocessor.

12. Cloud Data Protection Team;
Processing Records.

12.1. Google’s Cloud Data Protection
Team. Google’s Cloud Data Protection Team can be contacted by
Customer’s Administrators at https://support.google.com/a/contact/googlecloud_dpr
(while Administrators are signed in to their Admin Account) and/or by Customer by
providing a notice to Google as described in the applicable Agreement.

12.2. Google’s Processing
Records. Customer acknowledges that Google is required under the GDPR
to: (a) collect and maintain records of certain information, including the name and
contact details of each processor and/or controller on behalf of which Google is
acting and, where applicable, of such processor’s or controller's local
representative and data protection officer; and (b) make such information available
to the supervisory authorities. Accordingly, if the GDPR applies to the processing of
Customer Personal Data, Customer will, where requested, provide such information to
Google via the Admin Console or other means provided by Google, and will use the
Admin Console or such other means to ensure that all information provided is kept
accurate and up-to-date.

13. Liability.

13.1. Liability Cap. If Model
Contract Clauses have been entered into as described in Section 10.2 (Transfers of
Data Out of the EEA), the total combined liability of either party and its Affiliates
towards the other party and its Affiliates under or in connection with the applicable
Agreement and such Model Contract Clauses combined will be limited to the Agreed
Liability Cap for the relevant party, subject to Section 13.2 (Liability Cap
Exclusions).

13.2. Liability Cap Exclusions.
Nothing in Section 13.1 (Liability Cap) will affect the remaining terms of the
applicable Agreement relating to liability (including any specific exclusions from
any limitation of liability).

14. Third Party
Beneficiary. Notwithstanding anything to the contrary in the applicable
Agreement, where Google LLC is not a party to such Agreement, Google LLC will be a third
party beneficiary of Section 7.5 (Reviews and Audits of Compliance), Section 11.1
(Consent to Subprocessor Engagement) and Section 13 (Liability) of this Data Processing
Amendment.

15. Effect of
Amendment. To the extent of any conflict or inconsistency between the
terms of this Data Processing Amendment and the remainder of the applicable Agreement,
the terms of this Data Processing Amendment will govern. Subject to the amendments in
this Data Processing Amendment, such Agreement remains in full force and effect. For
clarity, if Customer has entered more than one Agreement, this Data Processing Amendment
will amend each of the Agreements separately.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

Google’s provision of the Services and related technical support to Customer.

Duration of the Processing

The applicable Term plus the period from expiry of such Term until deletion of all
Customer Data by Google in accordance with the Data Processing Amendment.

Nature and Purpose of the Processing

Google will process Customer Personal Data submitted, stored, sent or received by
Customer, its Affiliates or End Users via the Services for the purposes of providing the
Services and related technical support to Customer in accordance with the Data Processing
Amendment.

Categories of Data

Personal data submitted, stored, sent or received by Customer, its Affiliates or End
Users via the Services may include the following categories of data: user IDs, email,
documents, presentations, images, calendar entries, tasks and other data.

Data Subjects

Personal data submitted, stored, sent or received via the Services may concern the
following categories of data subjects: End Users including Customer’s employees and
contractors; the personnel of Customer’s customers, suppliers and subcontractors; and any
other person who transmits data via the Services, including individuals collaborating and
communicating with End Users.

Appendix 2: Security Measures

As from the Amendment Effective Date, Google will implement and maintain the Security
Measures set out in this Appendix 2 to the Data Processing Amendment. Google may update
or modify such Security Measures from time to time provided that such updates and
modifications do not result in the degradation of the overall security of the Services.

Redundancy. Infrastructure systems have been designed to
eliminate single points of failure and minimize the impact of anticipated
environmental risks. Dual circuits, switches, networks or other necessary
devices help provide this redundancy. The Services are designed to allow Google
to perform certain types of preventative and corrective maintenance without
interruption. All environmental equipment and facilities have documented
preventative maintenance procedures that detail the process for and frequency
of performance in accordance with the manufacturer’s or internal
specifications. Preventative and corrective maintenance of the data center
equipment is scheduled through a standard change process according to
documented procedures.

Power. The data center electrical power systems are designed
to be redundant and maintainable without impact to continuous operations, 24
hours a day, and 7 days a week. In most cases, a primary as well as an
alternate power source, each with equal capacity, is provided for critical
infrastructure components in the data center. Backup power is provided by
various mechanisms such as uninterruptible power supplies (UPS) batteries,
which supply consistently reliable power protection during utility brownouts,
blackouts, over voltage, under voltage, and out-of-tolerance frequency
conditions. If utility power is interrupted, backup power is designed to
provide transitory power to the data center, at full capacity, for up to 10
minutes until the diesel generator systems take over. The diesel generators are
capable of automatically starting up within seconds to provide enough emergency
electrical power to run the data center at full capacity typically for a period
of days.

Server Operating Systems. Google servers use a Linux based
implementation customized for the application environment. Data is stored using
proprietary algorithms to augment data security and redundancy. Google employs
a code review process to increase the security of the code used to provide the
Services and enhance the security products in production environments.

Businesses Continuity. Google replicates data over multiple
systems to help to protect against accidental destruction or loss. Google has
designed and regularly plans and tests its business continuity
planning/disaster recovery programs.

(b) Networks & Transmission.

Data Transmission. Data centers are typically connected via
high-speed private links to provide secure and fast data transfer between data
centers. This is designed to prevent data from being read, copied, altered or
removed without authorization during electronic transfer or transport or while
being recorded onto data storage media. Google transfers data via Internet
standard protocols.

Data Center Access Procedures. Google maintains formal access
procedures for allowing physical access to the data centers. The data centers are
housed in facilities that require electronic card key access, with alarms that
are linked to the on-site security operation. All entrants to the data center are
required to identify themselves as well as show proof of identity to on-site
security operations. Only authorized employees, contractors and visitors are
allowed entry to the data centers. Only authorized employees and contractors are
permitted to request electronic card key access to these facilities. Data center
electronic card key access requests must be made through e-mail, and require the
approval of the requestor’s manager and the data center director. All other
entrants requiring temporary data center access must: (i) obtain approval in
advance from the data center managers for the specific data center and internal
areas they wish to visit; (ii) sign in at on-site security operations; and (iii)
reference an approved data center access record identifying the individual as
approved.

On-site Data Center Security Devices. Google’s data centers
employ an electronic card key and biometric access control system that is linked
to a system alarm. The access control system monitors and records each
individual’s electronic card key and when they access perimeter doors, shipping
and receiving, and other critical areas. Unauthorized activity and failed access
attempts are logged by the access control system and investigated, as
appropriate. Authorized access throughout the business operations and data
centers is restricted based on zones and the individual’s job responsibilities.
The fire doors at the data centers are alarmed. CCTV cameras are in operation
both inside and outside the data centers. The positioning of the cameras has been
designed to cover strategic areas including, among others, the perimeter, doors
to the data center building, and shipping/receiving. On-site security operations
personnel manage the CCTV monitoring, recording and control equipment. Secure
cables throughout the data centers connect the CCTV equipment. Cameras record on
site via digital video recorders 24 hours a day, 7 days a week. The surveillance
records are retained for up to 30 days based on activity.

(b) Access Control.

Infrastructure Security Personnel. Google has, and maintains, a
security policy for its personnel, and requires security training as part of the
training package for its personnel. Google’s infrastructure security personnel
are responsible for the ongoing monitoring of Google’s security infrastructure,
the review of the Services, and responding to security incidents.

Access Control and Privilege Management. Customer’s
Administrators and End Users must authenticate themselves via a central
authentication system or via a single sign on system in order to use the
Services. Each application checks credentials in order to allow the display of
data to an authorized End User or authorized Administrator.

Internal Data Access Processes and Policies – Access Policy.
Google’s internal data access processes and policies are designed to prevent
unauthorized persons and/or systems from gaining access to systems used to
process personal data. Google aims to design its systems to: (i) only allow
authorized persons to access data they are authorized to access; and (ii) ensure
that personal data cannot be read, copied, altered or removed without
authorization during processing, use and after recording. The systems are
designed to detect any inappropriate access. Google employs a centralized access
management system to control personnel access to production servers, and only
provides access to a limited number of authorized personnel. LDAP, Kerberos and a
proprietary system utilizing SSH certificates are designed to provide Google with
secure and flexible access mechanisms. These mechanisms are designed to grant
only approved access rights to site hosts, logs, data and configuration
information. Google requires the use of unique user IDs, strong passwords, two
factor authentication and carefully monitored access lists to minimize the
potential for unauthorized account use. The granting or modification of access
rights is based on: the authorized personnel’s job responsibilities; job duty
requirements necessary to perform authorized tasks; and a need to know basis. The
granting or modification of access rights must also be in accordance with
Google’s internal data access policies and training. Approvals are managed by
workflow tools that maintain audit records of all changes. Access to systems is
logged to create an audit trail for accountability. Where passwords are employed
for authentication (e.g., login to workstations), password policies that follow
at least industry standard practices are implemented. These standards include
restrictions on password reuse and sufficient password strength. For access to
extremely sensitive information (e.g., credit card data), Google uses hardware
tokens.

3. Data.

(a) Data Storage, Isolation & Authentication.

Google stores data in a multi-tenant environment on Google-owned servers. Data,
the Services database and file system architecture are replicated between
multiple geographically dispersed data centers. Google logically isolates data
on a per End User basis at the application layer. Google logically isolates
each Customer’s data, and logically separates each End User’s data from the
data of other End Users, and data for an authenticated End User will not be
displayed to another End User (unless the former End User or an Administrator
allows the data to be shared). A central authentication system is used across
all Services to increase uniform security of data.

Customer will be given control over specific data sharing policies. Those
policies, in accordance with the functionality of the Services, will enable
Customer to determine the product sharing settings applicable to End Users for
specific purposes. Customer may choose to make use of certain logging
capability that Google may make available via the Services, products and APIs.
Customer agrees that its use of the APIs is subject to the API Terms of Use.
Google agrees that changes to the APIs will not result in the degradation of
the overall security of the Services.

(b) Decommissioned Disks and Disk Erase Policy.

Disks containing data may experience performance issues, errors or hardware
failure that lead them to be decommissioned (“Decommissioned Disk”). Every
Decommissioned Disk is subject to a series of data destruction processes (the
“Disk Erase Policy”) before leaving Google’s premises either for reuse or
destruction. Decommissioned Disks are erased in a multi-step process and verified
complete by at least two independent validators. The erase results are logged by
the Decommissioned Disk’s serial number for tracking. Finally, the erased
Decommissioned Disk is released to inventory for reuse and redeployment. If, due
to hardware failure, the Decommissioned Disk cannot be erased, it is securely
stored until it can be destroyed. Each facility is audited regularly to monitor
compliance with the Disk Erase Policy.

4. Personnel Security.

Google personnel are required to conduct themselves in a manner consistent with the
company’s guidelines regarding confidentiality, business ethics, appropriate usage,
and professional standards. Google conducts reasonably appropriate backgrounds checks
to the extent legally permissible and in accordance with applicable local labor law
and statutory regulations.

Personnel are required to execute a confidentiality agreement and must acknowledge
receipt of, and compliance with, Google’s confidentiality and privacy policies.
Personnel are provided with security training. Personnel handling Customer Data are
required to complete additional requirements appropriate to their role (eg.,
certifications). Google’s personnel will not process Customer Data without
authorization.

5. Subprocessor Security.

Before onboarding Subprocessors, Google conducts an audit of the security and privacy
practices of Subprocessors to ensure Subprocessors provide a level of security and
privacy appropriate to their access to data and the scope of the services they are
engaged to provide. Once Google has assessed the risks presented by the Subprocessor,
then subject always to the requirements set out in Section 11.3 (Requirements for
Subprocessor Engagement) of this Data Processing Amendment, the Subprocessor is
required to enter into appropriate security, confidentiality and privacy contract
terms.